On May 21, 2019, Sabra Health Care REIT, Inc. (“Sabra”), Sabra Health Care Limited Partnership (the “Partnership”), Sabra Capital Corporation (“Sabra Capital” and, together with the Partnership, the “Issuers”), along with certain of Sabra’s other subsidiaries, priced and entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives of the several underwriters named therein, pursuant to which the Issuers agreed to issue and sell $300.0 million aggregate principal amount of 4.80% senior notes due 2024 (the “Notes”) pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “Commission”) on January 17, 2017 (FileNo. 333-215574), as amended by the Post-Effective Amendment No. 1, filed with the Commission on May 21, 2019. The offering is expected to close on May 29, 2019, subject to the satisfaction of customary closing conditions.
The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Sabra and, initially, by certain of its subsidiaries. Excluding Sabra, each guarantor’s obligation to guarantee the Notes will be released if such guarantor is not a guarantor or is not otherwise liable in respect of any obligations under any credit facility (as defined in the prospectus supplement relating to the offering of the Notes) of Sabra or any of its subsidiaries, among other circumstances. In addition, Sabra Capital’s obligations as aco-issuer of the Notes will be released if Sabra Capital is not liable in respect of any obligations under the Issuers’ 5.5% senior notes due 2021 (the “2021 Notes”) or the Issuers’ 5.375% senior notes due 2023, among other circumstances.
Sabra intends to use the net proceeds from the offering, together with borrowings under its unsecured revolving credit facility, to redeem all of the 2021 Notes. Prior to redeeming the 2021 Notes, Sabra may temporarily repay borrowings outstanding on its unsecured revolving credit facility and/or invest in interest-bearing accounts and short-term, interest-bearing securities.
The foregoing description of the Underwriting Agreement is a summary only and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated May 21, 2019, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, Sabra Capital Corporation, the subsidiary guarantors named therein, and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives of the several underwriters named therein. |
